12-15-2014 Council Agenda - Laserfiche WebLink

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6. Owner shall pay the sum of ONE HUNDRED FIVE THOUSAND, NINE HUNDRED SIXTY-EIGHT DOLLARS ($105,968.00) for all of the Tax -Exempt Materials purchased by Agent under this Agreement. Agent shall direct vendors and suppliers to deliver invoices for the Tax -Exempt Materials to Owner in care of Agent at 1410 SYLVAN STREET, ST. PAUL, MN 55117. Agent shall periodically invoice Owner for Tax -Exempt Materials purchased by Agent and Sub -Agents, summarizing in its invoice the vendor, supplier and Purchasing Sub -Agent invoices upon which Agent's invoice is based. Agent's invoices shall be due and payable upon Owner's receipt of the invoice. Invoiced amounts which remain unpaid 30 days past the due date shall accrue interest at the rate of 1.5 % per month. 7. Agent shall promptly notify Owner of any sales and use tax audit by the Minnesota Commissioner of Revenue or of the threatened imposition or assessment of any sales or use taxes. Owner may, at its sole option and cost, dispute, contest or otherwise resist the imposition or assessment of any such taxes. Upon reasonable notice to Owner, Agent may (but is not obligated to) take such actions as it deems reasonable in response to the threatened imposition or assessment of taxes, which actions shall be deemed to have been taken on Owner's behalf. If any Minnesota sales or use taxes are imposed or assessed with respect to any Tax - Exempt Materials purchased pursuant to this Agreement, Owner shall be solely responsible for the payment of such taxes, including any related penalties and interest, and shall hold Agent harmless and indemnify Agent from any such cost or expense related thereto, including any legal fees and costs incurred by Agent in connection therewith or in connection with the enforcement of this paragraph. 8. The alternative dispute resolution provisions (if any) in the Owner/Contractor Agreement are incorporated herein by reference and are applicable to any dispute between the parties hereto arising out of this Agreement. 9. Owner may terminate this Agreement if Agent is in default hereunder or if Owner has abandoned the Project. 10. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, assigns, and any sub -agents appointed pursuant to this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement this SECOND day of DECEMBER, 2014. CITY OF LITTLE CANADA By: (Owner) JAMES STEELE CONSTRUCTION COMPANY (Agent) Its: By:/C-4(?2.4 2f %. Richard Jt. gugh0't Its: President 4. 24